[INVESTORS BANK & TRUST
                              200 CLARENDON STREET
                               BOSTON, MA 02116]


August 2, 2004

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: iShares Trust (the "Trust"), File Nos. 333-92935 and 811-09729

Ladies and Gentlemen:

Pursuant to Rule 497(j) of the Securities Act of 1933, as amended, and on behalf
of the Trust,  please accept this letter as certification  that the prospectuses
and statement of additional  information for the Funds of the Trust dated August
1, 2004, do not differ from that  contained in  Post-Effective  Amendment No. 33
(the  "Amendment")  to the  Trust's  Registration  Statement  on Form N-1A.  The
Amendment was filed electronically on July 28, 2004.

Please address all questions  regarding this filing to the  undersigned at (617)
937-7804.



Very truly yours,

/s/ Sandra I. Madden

Sandra I. Madden, Esq.